Final Line of Defense
by irite
Summary: A week after the 'Battle of Manhattan' and his subsequent departure from Earth, Loki was back. But he was not alone, and Clint thought that anyone who could make Loki cower and crawl was not good news. He was more right than he ever could have guessed. Oneshot.


**I want to dedicate this one to dysprositos, who read over several more drafts of this than usual, dealt with me being ridiculously cryptic, helped me title it, and helped with the summary. Holy shit, that's a lot of help. And I needed every bit of it. She's a spectacular beta and friend!**

**This was written a looong time ago before Iron Man 3, and therefore IM3 does not exist in this 'verse.**

**CHARACTER DEATH WARNING. Also violence and slight gore. This is NOT a happy ending, folks.**

* * *

Clint and Natasha had been given two day's leave after what the news was calling 'The Battle of Manhattan,' which was just long enough to see Thor and Loki off to Asgard before they were ordered to return to base.

Natasha was immediately swept off into debriefings, giving her opinion on Stark, Rogers, Banner, Thor, Loki, anything and everything that _they_ thought her impression of might be valuable.

As for Clint, well, he was hustled off to psych, where he was poked and prodded and questioned. What were his opinions of Loki? Did he remember anything of the past few days? How did his head feel?

They paid special attention to his eyes, shining lights in them, getting up close in his face (any concept of personal space had gone out the window the moment they'd strip-searched him at the door, complete with body cavity check, _was that really necessary?_) to examine them.

He'd been isolated (but observed through a two-way mirror, he just knew it), thrown in scenarios with researchers and head-shrinkers, examined and asked and _it just kept coming_.

At this point, he was pretty sure he'd been in there a week. He hadn't been able to sleep much, but the people studying him (because, by now, that's what they were doing, studying him like he was a lab experiment under a microscope, his personhood stripped away; it was no longer an ordinary psych eval, but as the first 'survivor' of something like this in their hands—Selvig had been allowed to leave—he was an interesting object of study) seemed to rotate out at regular intervals, and that was how he judged the passing of time.

He hadn't seen Natasha since they'd been separated within seconds of setting foot back in SHIELD's New York headquarters after seeing the other Avengers (because Clint was pretty sure he qualified as one, after helping to save the world) off.

And he was damn tired of all this shit. If one more person asked him to describe Loki, to be as long-winded as possible as he explained in minute detail just what having another person fuck around with his brain was like, he was probably going to scream and punch that person.

Except he couldn't.

They were watching him, evaluating his behavior. And blowing his top at them would do nothing except set him back hours, probably even days.

And then he'd be stuck in that hellhole even longer.

So he bit his tongue (literally, a few times), and bided his time.

When the emergency alarm went off, blaring, the preprogrammed response reporting that there was an intruder in the building, Clint was almost relieved.

Gently, he nudged aside the doctor at his bedside as he lay prone on an examination table, answering her questions, and swung his legs over the side, standing up.

"Where's my shit?" he asked, and when no one answered—the intellectuals exchanging panicked glances—he took a deep breath and hollered, "You've drilled for this, morons! Now tell me where my crap is and evacuate the damn building!"

One pointed, and then sensibly started shoving the others towards the door.

Pulling the flimsy hospital gown off, Clint headed in the direction indicated, finding his street clothes and bow case in a nearby cabinet.

It wasn't his uniform, but it would have to do for now, and he slung the quiver over his shoulder after he pulled his t-shirt over his head, tying the jacket around his waist so it wouldn't restrict his movements but he would have it if it was needed.

Out in the hall, people were moving in a steady stream towards the exit doors, so Clint fought the current ineffectually for a minute before raising his voice again, "Active duty agent coming through, make way!"

They parted, and he hurried towards the nucleus of the building, needing to find who was in charge and coordinate with them.

On his way, he saw a storage room door hanging open. Probably the technician using it had neglected to close it in his rush to evacuate.

Clint would normally be annoyed with the sloppiness, but he saw that the room housed uniforms, and so he made an exception.

It wasn't his usual get-up, but he hacked the sleeves off a standard male uniform with the knife he kept in his bow case, and it would do.

Shrugging a bulletproof vest over his head just in case, he started out again, at a run this time.

Rounding the corner to the main control room, his reflexes kicked in and he abruptly reversed course, ducking back around the corner and hoping like hell that nobody saw him.

He held his breath, and when nobody came to investigate, he dared to creep to the corner and peer back in, evaluating the situation.

The main control room was filled with Chitauri, absolutely bursting with them, and Clint wondered what the hell was going on with that. Hadn't Stark said that their ship had blown up?

But the how and the why were irrelevant at this point, and Clint focused back in on the center of the room, on the standing figures.

One was Hill, who had probably been provisionally placed in charge of this HQ while the Helicarrier was grounded for repairs.

And she was facing a purple man, or at least Clint thought he was a man; he had his back to Clint.

That guy had Loki by the hair, the demigod forced to bend at an awkward, probably extremely uncomfortable angle. Clint couldn't find it in himself to mind.

As Clint watched, the antagonist shoved Loki, and the self-proclaimed god—Clint's tormentor—went down like a wet paper bag.

That was _bad_.

Clint knew Loki, had once had him _in his head_, and anyone who could make Loki _cower_ and _crawl_ was not good news.

Not at all.

The trickster stayed down, curling into a more defensive position.

As had the support staff and technicians scattered around the room. The Chitauri, Hill, the guy who'd just had Loki by the hair, and another guy, one wearing a hooded cloak of some kind and orbiting the purple guy, were the only ones standing.

Clint was too far away to hear what was being said, but he could read defiance in every line of Hill's body.

Natasha wasn't in the room. He took a brief moment to be relieved for that (because that probably meant she wasn't in the building, which probably meant she was okay) before focusing back on the situation.

He wasn't going to be much use right now, in his bastardized armor with his backup bow and a handful of arrows.

The smartest thing to do would be to get out, to try and establish communication with Fury or whoever he could reach, report what was going down here.

And that was what he decided to do, but he wanted just one more scrap of intel, just one look at this guy's face, _something_ more for SHIELD to go on.

But he didn't know how to do that. The vents were too small for him, and probably too noisy and his presence in them would raise up a telling cloud of dust, so they were out.

For security reasons, the room only had one exit, as it was the central part of the building, the best protected. If every line of defense leading into it fell, there were self-destruct mechanisms in place.

But to someone who could presumably (like Loki had been able to) teleport, this was of little consequence.

So Clint didn't seem to have many options.

Hang on, the main guy was doing something, and everybody in the room refocused their attention on him.

This could be his chance; Hill and a few of the other employees were still facing the door.

Cautiously, he edged around so that his identity could be clearly established, and asked Hill in basic sign language, 'Who?'

She responded carefully, keeping her hand down by her side and barely moving it, spelling out 'T-H-A-N-O-S.'

He nodded and turned, going towards where he remembered the nearest exit was located.

Using a phone here was something he couldn't risk, and he quickly left the building and turned towards the city, needing to find one.

For security and privacy reasons, HQ was located in the warehouse district, which was mostly deserted.

That left Clint with few options and even less time, so, in an easy sprint designed to help him conserve his strength, he headed towards a more populous area.

After a few minutes, he spotted a couple workers, and, picking up the pace, approached them.

"I need to borrow your phone," he directed at the one closest to him.

They looked skeptical, probably taking in the uniform and the crazed look on his face. And most likely the bow slung over his shoulder.

"I'm an Avenger, now give me the damn phone!" Clint hissed, keeping his voice low but letting his frustration show.

The man handed his phone over, and Clint flipped it open, dialing the emergency number he'd memorized his second day on the job.

It rang. And rang. And rang.

Finally, Clint hung the phone up and peered suspiciously at the screen. It appeared to be close to full battery, and it was only missing one bar of reception.

Maybe he'd dialed the number wrong.

Cursing under his breath, he dialed again, and held the phone to his ear.

Nobody answered.

Something was wrong. In the three previous times he'd been forced to dial this number, when there were no other alternatives, somebody _had always answered_.

Clint hung up and passed the phone back to its owner. "Sorry. What's the fastest way to get to somewhere I can catch a taxi?"

Jerking a thumb over his shoulder, the guy replied, "Second left, and then go straight until you hit the main street. You in some kinda trouble, man?"

"Yeah. Thanks. Just... don't go down there," Clint advised, sprinting in the direction the worker had indicated.

He could catch his breath in the cab, and worry about how he was going to pay for the ride later.

Following the directions, he quickly found a populated street and then he hesitated, staying back in the shadows long enough to fold his bow back up and replace it in his case, not wanting to alarm the pedestrians.

Hailing a cab, he offered double to get him to Stark Tower yesterday.

See, what made this situation different from the three times he'd needed to call SHIELD's emergency line in the past was the fact that this time, he had options.

Well, there was only one other option, but he'd take it.

The cab ride went swiftly, the driver executing several moves Clint didn't think were legal, but he was hardly about to complain.

When they screeched to a stop outside the tower, Clint called, "Wait here," and ran inside.

Suddenly, he realized that Stark might not be here, that he _did_ have at least one more residence, his mansion in Malibu.

Hoping, mumbling prayers to all the deities he remembered the name of under his breath, he approached the front desk.

"I need to see Stark."

"Do you have an appointment?" She was bored, ignoring him.

He brought his fist down on the countertop. He'd always hated taking this approach, but he didn't have the time to be polite.

"My name is Clint Barton, and you can call Stark up and tell him that I'm here to see him," he all but growled.

"Mr. Barton, what can I do for you?" a cool British voice inquired, breaking the tension.

Without his training, Clint's first reaction would have been to spin in a circle, seeking the source of the voice. As it was, that was not going to happen, so he ruthlessly suppressed his fight or flight reflex and remembered what Natasha had mentioned about Stark's AI.

"Is Stark here?"

"Yes, Mr. Stark is in residence at the moment, Mr. Barton. What can I do for you?"

"Tell him that shit's going down, I can't get SHIELD on the phone, and I need him."

"And the fact that you can't get SHIELD on the phone is my problem how?" the man himself inquired, stepping from an elevator with a woman Clint recognized as Pepper Potts at his heels. "I _told_ them that they shouldn't spread their contracts around like that because then they were bound to get poor quality products, but did they listen? Nooo."

"Tony, hush. Agent Barton, what's going on?" Potts asked, stepping around Stark.

Clint suddenly remembered his surroundings, and replied, "Not here. There's a cab waiting outside, and I don't have my wallet on me."

"Ms. Wallace, can you please take care of that?" Potts spoke to the receptionist, and indicated that Clint should follow her and Stark to their elevator.

Inside, she faced him, raising a hand to Tony when he tried to interject.

"Now, what in the world is going on?"

Ignoring her for the moment, Clint turned to Stark, searching the man's face. "You trust her?"

"With my life," Stark replied fervently, looking at her face.

"I was at SHIELD's headquarters here in New York when our intruder alarm went off. I made my way to command central where an unknown leader and a good-sized army of Chitauri had captured Hill and the entire support staff working there."

"Whoa, you're serious?" Stark interrupted, and Clint had to suppress an urge to punch the man. God, he would have preferred Rogers, but the man had left town as far as Clint knew.

"Yes, now will you shut up and let me finish? As I was saying, the unknown had an army. And he had Loki. Shoving him around like the whole 'god' thing didn't matter at all. And Stark, I _know_ Loki. He's damn scary, and anyone who can push _him_ around like that is bad news. Hill was able to identify the unknown as Thanos before I left. There was nothing I could do for them alone. So I got out and called SHIELD's emergency number. Twice. No response."

The elevator doors opened and they stepped out onto Stark's main floor. Clint hardly noticed the tarp on the floor he had to walk around and the obvious state of repairs, so focused on what he was saying.

Potts walked over to a table and picked up a phone, bringing it back over and giving it to him.

"Here, try again. I'll try the number I have for them, too, see what happens."

Meanwhile, Stark had moved over to some screens and was furiously searching for something.

Clint dialed and waited, eyes on Potts, who seemed to be experiencing the same response.

She hung up and threw her phone at the couch, frustrated, and he passed his to her, not knowing how to work the interface properly and not wanting to spend the time studying it.

"What do you have, Tony?" she asked her boyfriend? oh, fiancé, if the ring on her finger was anything to go by.

"I'm tracking Banner down in Algeria, which is...odd, that doesn't seem like his scene. Anyway. Rogers's phone's signal is showing DC. Thor's off-planet, still, as far as I can tell, but Foster's in New Mexico. Call her, Pep, give her anything she needs, just get Thor back here yesterday. Explain whatever you have to, but tell her to keep it close to her chest."

Potts nodded and began speaking into the phone she'd taken from Clint.

Clint faced Stark, hating showing weakness in front of this man, but he had to know. "You got any way of tracing Natasha?"

"Where should she be? I need a starting point, I don't have a tracker on her like I do with Banner and Rogers."

"I don't know. She was in HQ with me, but... The hell day is it, anyway?"

"Today is May 13th, Mr. Barton," JARVIS supplied.

So his guess of a week had been spot-on, then.

"I've been trapped in psych a week while they were trying to figure out if I still had Loki in my head. Haven't seen her since right after we got back from Central Park. She could have been there, but I think it's damn likely that if they got everything they needed from her, that she was sent out on assignment."

"Already?"

"She's one of their best assets, and we don't get rest."

"Okay, no idea then. Got it. J, start a facial recognition scan for her, draw necessary power only."

And that's about what Clint expected, but he couldn't help a tiny rush of disappointment.

"What's Foster say?" Stark barked suddenly, and Clint half-turned to see Potts had returned to their immediate section of the room.

"She needs funds, but I put JARVIS on that. Says she'll get him here as soon as she can."

"Good."

Clint wasn't sure if he _liked_ the way Stark had taken charge, but he had come to the man for help, after all. Seemed wrong to complain.

"What about the others?" Potts asked.

"I'm going to send for Rogers, he should be able to get here in a few hours with some decent transportation. And Banner's gonna be a little more tricky... Hey, J, where'd Rhodey say he was this week?"

"Colonel Rhodes is at an undisclosed location in Libya, sir. Would you like for me to communicate with him?"

"Yeah. Tell him we need War Machine in New York. Ask him to swing by and pick up Banner. Give him any of the details he needs, but tell him to tell Banner that he's got enough of a lid on it to stand a flight if the doc protests. And to tell Banner alpha-three-zeta. That's the code we agreed on if I ever needed him but couldn't come myself."

"Yes, sir."

"Want me to arrange a flight for Rogers?" Pepper asked.

"Sure, you do that. I'm going to do a flyover, try and get a visual on these guys. Barton, anything else you can give me?"

"Uh, Thanos is purple, and he's got a guy in a cloak who doesn't get more than an arm's length away from him. Loki's pretty wrecked, but I doubt he's on our side either. Any chance he gets to disappear, I'd bet that he's gonna take it."

"Good to know. I won't be engaging, but still, there's a risk. If I don't come back," and he turned to hold Clint's stare, more serious than he'd ever seen the billionaire, "You take Pepper and you _run_, Barton. You got us into this shit, and you're damn well going to see it through. Got it?"

"Sure thing, Stark."

Stark walked over to Potts, and Clint turned around to give them some privacy.

When he turned back around, he could see Stark outside, robot arms putting the suit on him.

He turned to Potts and asked, "What can I do?"

"There's not much we can do. I need to arrange a flight for Captain Rogers and contact him. I could use a sandwich or something, though, the kitchen's that way," she pointed.

Great, he was reduced to sandwich boy. But it was _something_ to do, at least, so he went, setting his bow case down just inside the door of the kitchen, wanting it within easy reach, just in case.

After he washed his hands, he threw together a few sandwiches and grabbed a couple bottles of water from the fridge, sliding his bow case under his arm and carrying the food out to Potts, who appeared to be on the phone with Rogers.

And he was agreeing, saying he'd catch the next flight, and she was saying no, let me do the scheduling, and where's your shield?

Rogers had it with him, apparently, and Clint sighed a little, relieved. Being without his bow was bad enough, but Captain America without his shield? Unimaginable.

"Mr. Barton, could you please let Ms. Potts know that Colonel Rhodes has confirmed that he is on his way and will retrieve Dr. Banner when she is through with her conversation?"

"Uh, sure," Clint responded, not really sure how to address the AI.

That seemed to do it, though, and the room fell silent again, only the low talking in the background and Clint's chewing to be heard.

Potts took a sandwich from the plate, and nodded to Clint, ending her conversation with Rogers and starting a new one with an airline agent, if Clint's guess was correct.

Clint went to flop on the couch but was hindered by his bulletproof vest, so he irritatedly undid the straps and dropped it on the floor.

Potts finished her conversation and called Rogers again, giving him the flight information.

Then she sat next to Clint, tucking one foot under her and facing him.

"I don't believe we've ever been properly introduced, Agent Barton."

"Uh, no. I'm Clint Barton." He offered his hand to shake, and she took it in a firm grip.

"Pepper Potts."

They descended into silence for a moment before he began, "Ms. Potts—"

"Call me Pepper," she interrupted.

"Pepper. Uh, JARVIS said that Colonel Rhodes had confirmed that he was on his way."

"Thank you."

Clint hesitated a moment, but then asked, "What can I do to help?"

"Right now, we wait. You look tired; when's the last time you had a good night's sleep?"

"Few months ago, probably." That was not the kind of thing that Clint focused on, because if he did, he would do nothing else except bemoan the tragedy of his life.

"Well, why don't you go and try to get some sleep? I don't mean to be rude, but you're not helping right now, and once everyone gets here there probably won't be any opportunity for resting."

"Uh, sure. Got a couch somewhere I can crash?"

"There's a guest room down that hall; JARVIS will show you the way."

He hesitated, though, and she seemed to read that.

"If anything happens, we'll let you know. And I'll be fine, don't worry about what Tony said. I'm very safe here."

"If you say so," he responded, rising and bending over to pick up his bow case and vest off the floor, heading in the direction she indicated.

In the guest room, he quickly used the bathroom and climbed onto the bed, putting his vest on the nightstand and taking his bow out and resting it on the pillow.

There was one more thing though, and he ventured, "JARVIS?"

"Yes, Mr. Barton?"

"Can you let me know if you get a match on that facial tracking you're doing of Agent Romanoff? I don't care if I'm asleep, just let me know."

"Certainly, Mr. Barton."

Clint gave a short nod and put his head down, quickly going to sleep.

* * *

Carrying his shield in a (hopefully) innocuous looking bag, Steve walked into Stark Tower after catching a cab from the airport where he'd flown in from Washington, DC at Pepper Potts's request. The Tower was still brightly lit up and apparently busy despite the darkness outside, and, not knowing where to go, he walked over to the receptionist.

"I, um, I'm here to see Ms. Potts?"

"Would you happen to be Captain Rogers?"

"Yes, ma'am, that's me."

"She's been expecting you. Go right on up," she indicated an elevator, slightly back behind her desk where it wasn't visible from the street (probably Stark's personal one, then), and Steve nodded his thanks, took two steps towards it, and remembered.

"What floor am I going to?"

She smiled. "JARVIS will take care of you."

Steve cautiously walked inside the elevator and jumped when he was addressed by a bodiless voice with a British accent.

"I will direct the elevator to the penthouse, Captain Rogers, don't worry."

Steve took a guess, "Uh, Jarvis?"

"Correct, sir, I am JARVIS, Mr. Stark's AI. I help him run the Iron Man suits, among other things."

"Nice to meet you," Steve thought that was a polite response. He'd never spoken to an AI before, well, not a fully-sentient one like he assumed JARVIS was from the briefings on Stark that he'd read.

"And you as well, sir. Ms. Potts has been expecting you, as has Mr. Stark."

"Are they both here?"

"They are; Mr. Stark briefly went out to run surveillance, and Mr. Barton is sleeping in a spare room as well."

"Sounds good, thanks."

Steve shifted his shoulders, and when the elevator doors opened, he walked out, putting out his hand to shake that of the red-headed woman he assumed must be Ms. Potts.

"I'm Pepper Potts, nice to meet you. Tony, come say hello," she called over her shoulder as she took Steve's hand in a firm grip.

"I'm Steve Rogers. Good to meet you as well, ma'am."

"None of that ma'am stuff, Captain, makes me feel old. I'm Pepper."

"Call me Steve, please."

"Okay, good, all of the pleasantries are over," Stark interrupted, breezing over to clap Steve on the shoulder brusquely. "I've got all of the intel we've got so far compiled over here, and anything else you can ask Barton, although I don't know how much help he'll be. I did a flyover, hardly got shit, but it's all there."

"And not right now, please," Pepper said. "Clint's very tired, and he needs to sleep. I get the feeling that there won't be much time for that once everyone gets here."

"You're probably right," Steve agreed, following Stark to an interactive presentation.

"Can you work this?" Stark asked.

It was pretty similar to the tablet he'd been using with SHIELD, so he replied in the affirmative and Stark went back to what he was doing.

Steve couldn't make heads or tails of that, looked like some sort of advanced math, and he turned his attention to his own work.

It didn't take long to read through; there wasn't much information. Stark's flyover hadn't been able to establish a visual, just shown that the base was totally deserted. SHIELD bases weren't supposed to be empty under any circumstances. That was a bad sign.

Steve appreciated Stark's work to get the team together, and assumed that Stark must be working with Jane Foster to bring Thor to Earth, based on the calculations and work he was currently doing. He'd read about Thor's history with Dr. Foster when he was flying to the Helicarrier before the so-called 'Battle of Manhattan.'

Stark had also contacted his friend, Colonel Rhodes, who piloted another version of the Iron Man suit. Rhodes was supposed to be en route with Dr. Banner, and Dr. Foster was working on bringing in Thor. The only Avenger unaccounted for was Agent Romanoff, but JARVIS was scanning for her, and Steve knew that they didn't have the manpower to search for her themselves.

Turning over everything he had just learned in his head, he looked at Pepper, who was doing something herself, though she seemed less engrossed than Tony. "Sorry to bother you, ma'am, but I haven't eaten dinner yet..."

She smiled at him, reaching a hand up to brush some hair out of her face. "Kitchen's through there; you're welcome to anything you find."

Steve leaned his shield against the wall and walked in the direction she had indicated, and he soon had a quick but filling dinner from the leftovers he had found in the fridge and a beer to wash it all down.

He ate in the kitchen, not wanting to accidentally spill on any of their nice furniture, and when he returned to the other room, Agent Barton was there, wiping sleep out of his eyes.

"Agent Barton," Steve greeted him, having worked out several questions about contacting SHIELD. Sure, he felt capable of coordinating a response team, but he wanted SHIELD in on this. Badly.

"Rogers," the agent nodded. "Call me Clint."

"Okay, Clint. What can you tell me about getting ahold of SHIELD?"

"Well, I tried twice as soon as I left HQ, and I tried again when I got here. Pepper tried the number she'd been given, too, and there was no response any of those times. It just kept ringing for me, what about you, Pepper?"

"Same," she agreed.

Clint continued, "And that's not good; this number is supposed to be monitored and answered at all times."

"Have you tried again?" Steve asked.

"No, but I can."

"Here," Pepper said, tossing him a phone.

Clint dialed and held it to his ear for a moment, suddenly making a startled face and holding it away from his ear, hurrying over to pass the phone to Steve.

Cautiously, he put it to his ear.

"Greetings, mortal. I assume that you value your miserable life, and as such, you should be prepared to surrender unconditionally effective tomorrow morning at dawn. Your realm will be a fine center for the fantastic leadership of my master. I expect no resistance."

"Who _is this_?" Steve demanded, and then the line went dead.

"What the hell happened?" he rounded on Clint.

"Just a voice, really fucking weird, telling me to give the phone to my leader. You?"

Steve recounted the brief conversation, and they all four exchanged a worried glance before a blinking alert on his workstation attracted Tony's attention.

"Rhodey and Banner are in New York airspace, should be here in a few minutes."

Steve was not sure how they could get from the airport to where they were in such a short period, but he trusted Tony's assessment of the time.

Turning to the others, he asked, "How is it going with Dr. Foster? And the facial recognition search for Romanoff?"

"Foster is anticipating that she can begin tests tomorrow; she's got a colleague flying in to help her, and I've been doing what I can, mostly remotely calibrating instruments and providing readings and such. As for Romanoff, I don't know. JARVIS?"

"I have several partial matches for Ms. Romanoff, but I have been locked out of the SHIELD database and I am unable to utilize any of their surveillance. I am attempting to break in, but it is going poorly so far. And as they have no cameras besides their own in their facilities, I am unable to begin looking for her there."

That wasn't good news, but, "Keep it up, please," Steve requested, and turned to Clint.

"You need anything? As soon as we've got more backup, I want to go out. So eat, get supplies, whatever you need."

Clint nodded and walked towards the kitchen.

Stark spun on his heel to face Steve, his posture tight. "The hell, Rogers? I had this all in hand, just called you in for backup, not to take over."

Steve stiffened. Sure, he had come in and started issuing orders like he owned the place, but he'd seen the files on the Avengers Initiative, knew he'd been selected by SHIELD as the most likely candidate for leadership. And this seemed like as good a time as any to step up.

"I feel like I would be more effective as a leader in a situation like this, Stark. I'm trained as a strategist, and, well, you're more of a reactionist, dealing with the problem once it's been created."

Pepper laid a hand on Stark's arm. "He's right, Tony."

He shrugged her off, but nodded stiffly to Steve. "Whatever. Don't fuck this up or I'm taking over."

Steve didn't plan to.

* * *

Bruce was, by this point, more than a little concerned. He had been traveling through Algeria, heading further into the interior of the continent where he believed that he could be of use, when he had been unexpectedly stopped by a man in an American military uniform. Air Force, if his memory served.

Bruce's history with the military made for a tense moment before the man gave the code that Bruce had agreed on with Tony Stark if he ever needed to send someone after Bruce, and then identified himself as Jim Rhodes, Tony's best friend.

The uniform still made him a little twitchy, but he could overlook that because of what Rhodes was telling him.

He had asked Bruce to come with him, said that there was a situation in New York and that Bruce was needed.

Of course, Bruce had agreed to travel with him, and they had set off for New York City in official military transport.

Rhodes ("Call me Jim.") had assured Bruce that no one was going to bother him, and he had been true to his word. Not one person had so much as _looked_ at Bruce like he didn't belong.

That was decidedly odd, given that his last experience with the military had been General Ross grudging admitting that Bruce, or rather, the Other Guy, was the lesser of two evils when compared to Blonsky.

And when they were almost to New York, Jim nodded to Bruce and headed to the back of the aircraft (leaving Bruce alone; he froze, not wanting to attract attention), returning in moments wearing a silver, obviously more heavily weaponized version of the Iron Man suit, the faceplate open.

"Think you're up for a short ride?" he asked.

Truthfully, Bruce wasn't, but the situation sounded urgent, so he acquiesced, stepping on Jim's foot as instructed and locking his arms around the suit, clutching the handles of his bag desperately.

Jim put one arm around Bruce, and the door in the side of the aircraft opened up, and they leapt, free falling for a second before Jim fired the thrusters and took off for Stark Tower, which Bruce could see in the distance. He closed his eyes and ducked his head into his shoulder; the high wind speed stinging his face.

They soon arrived, and Jim touched down on a long platform extending from the side of the building that Bruce vaguely recognized.

He ushered Bruce out of the way, and robotic arms removed his suit as Bruce went inside.

"Dr. Banner," Rogers greeted him.

"Captain," Bruce returned, a bit breathless from his ride over.

"We've had contact with— Colonel," Steve said.

"Captain. What's going on? JARVIS only gave me the short version, and Bruce here knows even less than I do."

Steve explained, walking over to where a screen projected details of what was going on, and then added, "We've just had vocal contact with the belligerents; I asked Agent Barton to try his emergency number again, and this time, someone picked up. Just not who we were expecting. They said that we are expected to surrender tomorrow at dawn. But I'm not sure how a silent takeover constitutes a surrender."

Voice hollow, Tony spoke for the first time. "Spoke too soon, Pops. An attack in LA. Dallas. Atlanta. DC. The army's decimated, anyone who stands up to them is just being _blown away_."

Steve wheeled, hurrying to Tony's side, "What? Where?" Jim went after him, and the three of them soon had their heads together, poring over whatever Tony had just found. If there had been four attacks, Bruce wasn't sure how they were only just now hearing about it, even if nobody was on a news website, certainly they had other ways of getting information. But that was water under the bridge at this point.

Bruce wasn't going to be any help there, so he looked around for something to do, putting his bag off to the side.

Ms. Potts, who Bruce had met briefly after the Chitauri had been defeated, lifted her head from her work and smiled at him. "Clint's in the kitchen grabbing something to eat. Have you had dinner?"

"Uh, no. I guess that's where I'll be."

He went in the kitchen and found Agent Barton washing up his dishes. "Tony says there have been attacks," he said by way of greeting.

Barton's face blanched and he headed out to the main room, presumably to see what was going on.

Quickly, Bruce prepared himself some food from the leftovers in the fridge, just throwing several different things in a bowl and microwaving it all. This was hardly the time to be picky.

"Uh, JARVIS, can you turn on the news for me if it's not too much trouble?" he requested. He'd 'met' JARVIS at the same time he'd met Ms. Potts (_Was it only a week ago?_).

The AI did, and Bruce ate leaning against the counter, his eyes on the broadcast.

It didn't look good, and his fingers were itching with the need to get down there and be helpful, do something.

But from the sounds of it, the Other Guy would be of more use up here than Bruce Banner could be anywhere else, so he was resigned to staying.

Putting his dishes in the sink, he went back out into the other room, catching what was apparently the tail end of a strategic discussion.

For a second, it stung that he hadn't been included, but considering that his 'superpower' couldn't take orders any more advanced than 'smash,' he wasn't surprised.

Steve looked up when Bruce came into the room and nodded to himself. "Okay, let's recap here. Stark, Rhodes, Barton, Banner, and I stay here. Pepper goes out to assist Dr. Foster in anything that she might need and also to explain things to Thor and send him our way when he arrives. The attacks look to be swinging up this way, heading north towards New York."

"Why is New York _always_ the target?" Tony interjected, but they all ignored him.

"Ms. Potts, you'll keep in contact with JARVIS and let us know if there's a hit on the facial recognition of Agent Romanoff, correct?"

"Yes, I will. The pilot's been called, and I'm heading out. Good luck," she said, and walked over to Tony.

Bruce turned away to give them some privacy, and saw the others doing the same in his peripheral vision.

When he turned back, the elevator was sliding closed behind Pepper and Tony had a determined look on his face.

"Right, then, let's get going."

He headed for the suit platform, Jim on his heels.

Bruce looked at Barton, at Rogers. "Are we expected to grow wings? Because, uh, I don't think I'd like that too much..."

"No, Stark has a helicopter here. Barton can fly it. If you need anything, get it now, otherwise, come on."

Barton stooped to the pile of equipment on the floor near his feet, Rogers slung his shield over his shoulder. Bruce looked at his bag but decided against it. No way the Other Guy could keep up with his possessions.

Bruce stepped forward to slide one of the cases out of the precariously balanced pile in Barton's arms as they followed Rogers to the elevator. "Here. I don't need anything for my party trick."

"Thanks, doc," Barton replied, surrendering the case that Bruce was pretty sure housed a gun.

They found the helicopter hangar with JARVIS's instructions, and quickly went inside. Barton headed to the pilot's seat, and Bruce strapped himself in next to Rogers in the second row of seats.

The flight was silent save JARVIS's instructions to Barton.

In Philadelphia, they found chaos and panic and mayhem. The civilians were fleeing one way (but they all seemed to be going; whoever was behind this wanted them to live, and that was a scary thought); Barton aimed the helicopter in the opposite direction.

He found a good place to land, and slipped a comm unit in his ear that Rogers offered, unpacking his supplies and offering a gun to Rogers.

Rogers grimaced but accepted it after sliding his own comm unit in his ear.

Bruce wasn't offered one, and he understood that. Rage monster. "Guess I'll just go..." he offered.

"Wait a minute," Rogers ordered. "We don't know where they are yet."

Tipping his head to the side, he apparently listened to whatever Jim and Tony were telling him before nodding and pointing. "That direction. Let's get there before you get angry, Doctor."

Bruce jogged after the two men, Barton in some sort of modified SHIELD uniform with a bulletproof vest over it and Steve still in street clothes, having shrugged off his leather jacket in the chopper.

Apparently Tony didn't have any sort of body armor on hand, and looking at Barton's weapons, no replacement arrows either.

The archer had a limited supply in the quiver slung over his shoulder, and Bruce didn't see where he could be keeping any others.

They stopped on a street corner, the advancing army just visible in the distance. It looked like the Chitauri were largely ground-based this go-round, with none of those giant flying behemoths.

"Get up high," Rogers directed Barton, and the archer nodded and ran towards the nearest tall building.

Turning to face Bruce, he suggested, "This seems like a pretty good time to get angry."

Bruce took a deep breath and reached for the pool of anger simmering in his gut, channeling it through his system.

And then he knew no more.

* * *

The mass that was Bruce grew larger on Tony's sensors, and he nodded to himself at that sign of the Hulk's appearance, focusing on the trick he was setting up with Rhodey to knock down a line of these bastards.

They were marching down the street in formation like this was some sick, twisted version of a historical movie, except they had some of the biggest, baddest guns Tony had ever seen.

And he knew guns.

Calling to Rhodey, Tony finished up what he was doing and got the hell out of dodge, watching as a row towards the middle of the formation went under as a section of the street suddenly collapsed under them.

The Hulk roared, charging towards those who had escaped falling into the street, lashing out with his fists, knocking them back.

They fell back, but quickly regrouped, swarming him. He went down, absolutely covered in Chitauri.

Tony moved to help, noting that the Chitauri were getting over the hole in the street by piling their fallen comrades into it and using them as stepping stones.

Barbaric, but effective.

Tony moved in, kicking the power in his repulsors up to the highest setting that he dared, and began cutting through the masses of bodies, trying to get to the Hulk, who was all but hidden under the aliens, roaring in what Tony assumed was pain.

Rhodey called that he had visual on Rogers, who was heading up a side street towards where he hoped the leader was, and that Rhodey was going to go with Rogers.

Tony grunted in acknowledgement, keeping at his task.

There were too many, the odds were overwhelming, and their only hope was going to be if they fell once their leader was taken out, as they had done in Manhattan only about a week prior.

And with this kind of numbers, Rogers would be taken down faster than Hulk in a straight fight, so staying off the main street was probably his safest bet. If Tony hadn't been able to fly, he'd be off to the side, out of their way, too.

Tony was having no luck helping the green giant. Every time he peeled three Chitauri off, five more would take their place, and there was no green skin visible under the mass of bodies.

Whispering an apology, he lifted up, moving to see about collapsing more of the street or _something_. Abandoning his teammate. His friend. Bruce.

He saw a few arrows flying around him here and there, but they were largely ineffectual against the horde.

Suddenly, there was a call over the comm unit, "They've got humans, coming north two streets over," from Rhodey.

"On it," Tony replied breathlessly, and Barton requested to be taken over as well.

Tony grabbed him under the arms with no time for a wisecrack and carried him over to deposit him on the roof of a building above the human soldiers.

"What's going on?" Steve asked, panting. "Where's the Hulk?"

The humans were advancing more slowly than the Chitauri, and Tony felt like he had the opportunity to head back over and check on the Hulk. Killing these people (because they _were_ people, and probably innocent ones to boot) didn't sit well with him.

Barton was explaining the situation with the humans to Rogers in clipped tones, and Tony flew as fast as he dared, banking sharply around a building. He saw no sign of Hulk, and the army had reformed in a mostly straight line and were continuing to advance.

"Sir, I have a body," JARVIS said, bringing up the data on Tony's HUD.

It appeared to be Bruce, human in death.

Tony called in his report and went silent for a moment to honor his friend, then headed back, returning to Barton, where he felt like he could do the most good.

On his way over, JARVIS said, "Sir, Ms. Potts asks that I inform you that we have a positive result on the facial recognition of Agent Romanoff."

With a sinking feeling in his stomach, Tony responded, "Don't tell me. She's in that bunch."

"My apologies, sir. Ms. Potts also wishes to report that she has not yet landed, but Dr. Foster has called her to say that she made a sudden breakthrough and was able to retrieve Thor and several of his friends, all of whom are on their way to your location at this moment."

"They won't be here in time," Tony predicted, feeling numb.

He'd known he was going to die in this tin can ever since the first time he'd put it on, but to have that fact reconfirmed _hurt_.

"Put me through to Pep," Tony asked, abruptly changing direction from where he'd almost reached Barton's location. He had a few things, experimental toys, that needed a hell of a lot more work before he would have field tested them.

But desperate times call for desperate measures, and he never let something like lack of testing stop him. Besides, his last field test, the Mark VII bracelets, had gone well. Maybe he'd get lucky.

"Tony?" Pepper said through the suit's internal speakers, her picture in the bottom of his readout.

"Pep. It looks bad. Like apocalyptic proportions of bad. I don't see how I'm gonna be able to make it. Probably should've told you this before, but I love you. Stay with Foster, the two of you are smart. Be careful."

She sniffed, but was remarkably restrained when she answered, "Love you too, Tony. And I don't have any right to ask this of you, but do your best. For me."

"Always, Pep. Gotta go."

JARVIS hung up the phone without needing to be prompted, and Tony readied the first of his new creations, a modified EMP that shouldn't affect him, if the calculations were done correctly, but should take down everything in range.

He punched the button, and held his breath.

It worked, or at least it seemed to work, as dozens of the Chitauri went down immediately.

Grimly, Tony moved on, attempting to target the ones in front so that their comrades had to move around their fallen bodies, hopefully slowing them down.

There were a few more tricks up his sleeve, and he pulled off two before they seemed to take notice of him flying around and knocking out chunks of their army.

The guns, which they had previously only been carrying, were swung up and aimed at him.

He was lucky four times, but luck only holds out so long, and the fifth time he couldn't dodge fast enough. He was hit squarely in the chest.

He fell like a rock, the light in his chest going dark.

* * *

"Tony? Tony? Stark? Answer me!" Jim Rhodes demanded.

There was no response, and, stomach dropping, he dared ask, "JARVIS?"

"Sir is dead, Colonel Rhodes."

Swearing under his breath, he passed the information onto Rogers and Barton, who he hoped was still with them.

God, Tony was his _best friend_, and an experienced pilot in his suit, what the hell had happened?

He had been providing air support for Rogers as he attempted to find the brains of the operation.

Jim had already taken calls from his superiors, asking for him to report his position and what the hell was going on.

They were mobilizing, and the National Guard in the area should be there soon, but if Tony and Hulk were down, Jim had serious doubts about the effectiveness of regular soldiers against this invasion.

In the other attacks that they had watched brief footage of before departing the Tower, the soldiers and local police had been mowed down, killed easily and without mercy. They'd all (well, Bruce hadn't been in the room, and Jim wasn't really sure why that was) agreed that it didn't look good then, but nobody had dared voice their pessimism out loud in Tony's cushy Tower, insulated against the horrors of battle.

And those fights hadn't been fair at all, and if the US military couldn't stop this invading force, then Jim wasn't quite sure _who_ could.

But his job here was to act, and not to think, so he aimed and fired at a small group who had been attempting to advance on Rogers from behind, and kept going.

There was little he could do _but_ keep his head up and hope that help came soon, to tell the truth.

With the National Guard on the way, but any other support troops a couple hours out, at least, Jim didn't think that the few of them left would be able to last that long.

But he was obligated to try, and grimly, he kept moving on, mowing down anyone, anything, he could.

* * *

Clint now knew why they had been so interested in his eyes at the SHIELD facility, god, was it only earlier today?

The eyes of the human soldiers, the SHIELD agents, whom he was evaluating from his perch where Stark had dropped him, were bright, unnatural, shining blue.

He'd gotten the report that Hulk was down, and when Stark's chatter on the comms shut off abruptly, he assumed that he was gone, too.

There was no time to mourn, probably wouldn't _be_ time to mourn.

Clint had a job to do.

But then he saw a shock of curly red hair in the neatly ordered formation below, and he forgot everything he was there for.

He was going to be ineffectual against this force anyway, had only a few arrows left and a limited supply of ammunition for the gun he'd picked up from Stark.

And maybe Natasha could help. They'd gotten out of tight scrapes together before, maybe this time would be no different.

So he slipped down from the building, trying to be stealthy as he made his way into the ranks of the agents, spotting some other people he used to know. There was no recognition on their faces.

But his target was clear, and he laid a hand on Natasha's arm before he realized what he was doing.

She turned those lifeless, windowed eyes on him and he cringed internally, raising a fist.

She'd said 'cognitive recalibration; I hit you really hard in the head,' and that was what he was going to try.

But before he got the chance, the gun was out of its holster at her side, and the first bullet impacted with his chest, the protective vest.

He went down hard, landing on his ass in the middle of the street, staring up at her.

Something passed over her face, a brief struggle, but she adjusted her aim.

A head shot. At this distance, it would be fatal, and he closed his eyes, not wanting his last memory to be of this mindless creature that looked like his best friend.

Not even looking down, the former SHIELD agents stepped around the single body on the ground.

* * *

Steve was moving steadily, darting in to take out as many Chitauri as he could before heading back to alleyways and side streets, trying to reach the back of the army.

It was slow going; he couldn't seem to resist the urge to do as much damage as he could.

The gun he'd taken from Barton was long emptied and gone, and he relied on his shield and his fists, instead.

In street clothes, he was virtually unprotected, and his shirt was torn almost completely off, and he'd ripped his own pants legs to give him more freedom of movement.

Realizing that he hadn't heard anything from Barton in the last few minutes, Steve called to him over the comm.

There was no response, and after a moment he spoke to Rhodes, "Barton's not answering. Let's mark him down."

There was no response on that, either, and Steve looked up to see the silver suit falling from the sky, a cluster of Chitauri pointing what looked like an arm ripped off the Iron Man armor at Rhodes.

Steve waited a moment, hoping, praying, to see Rhodes get back up, but there was nothing.

He was alone, then, and he couldn't risk any more fighting, not without someone to watch his back.

So he darted away, running full tilt in the opposite direction of where the seemingly endless army was marching, desperate to reach the back of their lines.

He had to find the leader of this chaos, had to.

* * *

Loki slumped against the side of the Midgardian transport he was riding in, taken from one of the armies they'd faced in one of the previous cities they'd attacked.

Well, he said 'we,' but he was as much an unwilling participant as anyone, dragged from his cell on Asgard to answer for his failure to Thanos.

Who was currently sitting next to him, a serene expression on his face.

He thrived on this chaos, this destruction, this death.

His mistress.

A thump impacted with the side of their transport, a flash of golden hair, and for one wild moment Loki thought _Thor_ before realized it was the soldier, the man out of time.

And out of uniform.

Thanos called a halt, and pushing Loki out in front of him, slowly, majestically, exited the vehicle.

"You have come to surrender?" he asked.

"Go to hell," the Midgardian replied.

"Oh, but I do believe we are already there," Thanos responded, raising a hand.

He didn't like to do his own killing, preferred to keep his hands clean, save when he was making single sacrifices to his mistress.

So the Other came around from the opposite side of the transport, and slipped up within arm's reach of the Midgardian before he noticed, so focused was he on Thanos.

The soldier had hardly spared a glance for Loki, and that, if nothing else, made the sound of his neck snapping in the sudden silence all the more satisfying.

Loki knew from now on he'd have to take his satisfaction where he could get it.

* * *

Thor arrived too late, finding all of the major American cities in ruins, armies decimating other countries as Thanos rested in what had been called the United Nations building in New York.

Loki was at his side, and Thor mourned his brother briefly before drawing himself up and walking in to speak with the Titan, Lady Sif and the Warriors Three at his back.

"I believed the Chitauri to be dead," was the first thing Thor said.

"Oh, they were," Thanos replied, not even rising to greet Thor. "But my mistress is most generoussss."

"I demand that you leave this realm at once," Thor tried again.

"You see, my golden prince, you are in no position to be demanding _anything_."

"The Allfather will not stand for this, for we have made Midgard our ally."

"He is most welcome to come and attempt to stop me," Thanos retorted. "However, in the meantime, you and your entourage should leave the realm before my patience runs out and I decide to add more numbers to my gift to my mistress."

With a shock, Thor noticed the ghastly trophies hanging on the wall; a red, white, and blue shield; two armored gauntlets, one red and gold, the other silver; and even a severed head.

Banner's.

Thor could only assume Barton and Romanoff were dead as well, and with a grim nod he backed from the room.

"What?" Sif demanded, disbelieving.

"We must bring help, we ourselves will be of little use here as things stand. Do you wish for your head to join his trophy wall, be mounted alongside that of my comrade? I like this solution little, but it is the only way."

They returned to New Mexico, to Jane's invention, and summoned the Bifrost. At the last minute, Thor considered taking Jane with him, away from this chaos and almost certain death before realizing that it was unlikely that she would survive traveling on the Bifrost.

He did not reach for her, no matter how he wanted to, and the multicolored light swallowed him and his companions as his eyes fixed on her face.

* * *

The soldiers who had secretly followed Thor and his compatriots to New Mexico promptly entered the room and smashed the device, taking Jane, Pepper, Darcy, and Erik by surprise.

They pointed their weapons at the assembled four, but before they could fire, Jane cried, "Wait!"

"Why? You are no use to usssss," one stated, attired differently than the others. Jane replied that she and Erik had built the device that they had just destroyed, and what if their master ever needed to contact Asgard again?

The Other laughed, but signaled that they were to be left alive.

Pepper stepped forward, "I am very influential in the world of business and politics. You will be needing someone with my qualifications."

She was allowed to live, as well, and the execution of the dark-haired girl was quick and quiet.

The Other turned in a sweep of robes, indicating that the others were to be brought but not harmed.

* * *

In Asgard, Heimdall reported the situation, the loss of Thor's Midgardian allies, to Odin and Thor.

The Allfather appeared troubled, but he addressed Thor and his friends. "We can do nothing for Midgard at this time, we must look to our own borders instead."

Thor knew better than to argue with his father, but that evening he slipped out of his rooms.

He knew where the Tesseract was being kept, and he knew that he must aid Earth.

On his way, he met Lady Sif and the Warriors Three, similarly attired for battle.

"We cannot allow you to go alone," they said, and they quickly broke into the vault and were on their way to Midgard.

* * *

Volstagg was the first to fall, killed from behind two days after they had arrived. Then Fandral, Sif, Hogun.

Thor was the last to go, overwhelmed by sheer numbers. Much as the Hulk had been.

Odin mourned but remained impassive.

* * *

Three months later, Earth had adjusted to its new ruler. All military forces were crushed, all world leaders dead.

Thanos would leave no rallying points, no means of resistance.

Erik Selvig was dead, killed for attempting to subvert his orders and create harmful weapons to be used against his Chitauri overlords.

All the drones were performing well under a new version of the mind control utilized by Loki in his original invasion attempt. There was no longer any chance of its removal from the drones, no matter how hard they hit their heads.

The drone formerly known as Natasha Romanoff, which had been recalled from assignment to deal with its overlords' original penetration into the maintenance area of the sky-going fortress, was noted for its skill in killing, and reassigned to a task force created specifically to assassinate anyone who seemed to be forming a resistance to Thanos.

Former SHIELD leaders Nick Fury and Maria Hill were dead, killed when they refused to give Thanos their loyalty. He refused to bend ex-leaders to his will, saying that this stripped them of their dignity. He only wanted their willing submission.

In fact, the entire structure formerly known as SHIELD was decimated, its agents absorbed into the ranks of the drones, its leaders dead or converted. Its facilities modified for use by Thanos's forces.

Jane Foster and Pepper Potts were steadily making their way up the ranks in their chosen fields, especially Pepper.

Within a year, she would become one of Thanos's most cherished lieutenants.

As did Loki.

After recapturing the Tesseract, taken when Thor was killed, Loki quickly regained favor with the Titan and was put to work, given a small section of territory to manage.

When his effectiveness became clear, his holdings were increased.

* * *

Pepper and Jane never saw each other, were kept apart. The suspicion against them never went away. And it was well founded, because the one night that they did meet, at a gala held to celebrate the tenth anniversary of Thanos's liberation of Earth, his headquarters in the building that had been Stark Tower exploded.

Their execution was public.


End file.
